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HomeMy WebLinkAboutC2016-519 - 5/20/2016 - NA ORIGINAL HOME LOAN AGREEMENT between the CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION (CCCIC) and TG 110 GLENOAK, LP (Whose general partner is TG 110 Glenoak GP, LLC, and the sole member of the general partner is TG 110, Inc. a Community Housing Development Organization (CHDO) acting in the capacity of a Sponsor) STATE OF TEXAS § COUNTY OF NUECES § This HOME LOAN AGREEMENT (hereinafter "AGREEMENT") is hereby made and entered into to be effective as of May 70, 2016, by and between the Corpus Christi Community Improvement Corporation (hereinafter "CCCIC"), a Texas nonprofit corporation, acting by and through its General Manager, and TG 110 GLENOAK, LP, a Texas limited partnership organized under the laws of the State of Texas (hereinafter "BORROWER"). The general partner of the BORROWER is TG 110 Glenoak GP, LLC, a Texas limited liability company, for which the sole member is TG 110, Inc., a Texas nonprofit corporation and a CHDO acting in the capacity of a Sponsor. The parties to this Agreement have severally and collectively agreed and by the execution of this Agreement are bound to the mutual obligations and to the performance and accomplishments of the tasks described in this Agreement. WHEREAS, the general partner of the BORROWER is TG 110 Glenoak GP, LLC, a Texas limited liability company, for which the sole member is TG 110, Inc., a Texas nonprofit corporation and a CHDO acting in the capacity of a Sponsor, any partnership agreement between said entities must provide that it does not permit the CHDO or its subsidiary to be removed as sole general partner or sole managing member, whichever is applicable, except for cause. If the partnership agreement permits removal of the CHDO or its subsidiary for cause, it must also stipulate that the new sole general partner or managing member, whichever applicable, can only be another CHDO. WHEREAS, CCCIC, through the City of Corpus Christi, Texas (hereinafter "CITY"), has received certain funds from the U.S. Department of Housing and Urban Development ("HUD") under Title II of the National Affordable Housing Act of 1990, (P.L. 101-625) for utilization in connection with its HOME Investment Partnerships Program (hereinafter "HOME Program"); and 2016-519 CIC and TG 110 Glenoak,LP Page 1 5/20/16 9016 MAY 2n 9:36 TG 110 Glenoak LP INDEXED WHEREAS, CCCIC has adopted a budget for such funds and has included therein the expenditure of $300,000 of FY2015 HOME funds in the form of a subsidy loan with 3% simple interest for a 40-year term with payments amortized over 40 years and paid from available net cash flow (hereinafter "Loan") to BORROWER for the construction of a residential rental affordable housing apartment project entitled, "Glenoak Apartments" (hereinafter "Project"); and WHEREAS, CCCIC wishes to make the Loan to BORROWER in connection with the demolition of existing improvements and the construction (collectively, hereinafter, "construction") of the Project; and WHEREAS, as a part of said Project implementation and management by BORROWER, it is proposed that the Loan be made to BORROWER for, among other things, for construction of the Project upon real property described as: Lot One (1), Block A, WALDRON HEIGHTS SUBDIVISION, a subdivision in the City of Corpus Christi, Texas as shown by map or plat thereof recorded in Volume 37, Page 158, Map Records of Nueces County, Texas and in the Preliminary Budget and Construction Schedule which are attached to this Agreement as Exhibit A, incorporated herein and made a part hereof for all purposes (such real property and any and all improvements located or to be located on the real property are referred to herein as the "Property"), such Loan to be secured by, among other things, the Deed of Trust and the Assignment (each hereinafter defined) filed of record against the Property; and WHEREAS, BORROWER shall execute a covenant ("Restrictive Covenant of Affordability"), to bind the Property for a period of twenty (20) years, to the terms set out in this Agreement and in the sample of the Restrictive Covenant of Affordability is attached to this Agreement as Exhibit B. The executed Restrictive Covenant of Affordability will then replace the sample Exhibit B attached to this Agreement. The text of the executed Restrictive Covenant of Affordability is then, by agreement of the parties, incorporated into this Agreement by reference, and the executed Restrictive Covenant of Affordability will be recorded in the official deed records of Nueces County,Texas. NOW THEREFORE, the parties hereto severally and collectively agree, and by the execution hereof are bound, to the mutual obligations herein contained and to the performance and accomplishment of the tasks hereinafter described: I.TERM 1.1 This Agreement commences on the date of execution by CCCIC and terminates on the end of the Note term, unless otherwise specifically provided by the terms of this Agreement. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 2 Except as otherwise provided for pursuant to the provisions hereof, this Agreement shall commence immediately upon its execution and shall terminate at the end of the 40-year amortization of the Loan, with terms of repayment set forth in the Note. (See Loan Amortization Schedule attached as Exhibit C) 1.2 The completion date for construction work for the Project, which for purposes of this Agreement and the other Loan Documents shall be evidenced by the issuance of certificates of occupancy (or the jurisdictional equivalent) for the buildings located on the Property, shall be no later than December 31, 2017. 1.3 The recital paragraphs and statements above preceding this Term section are hereby incorporated into and made a part of this Agreement and the parties acknowledge that all such paragraphs and statements are true. II. SCOPE OF WORK 2.1 The Project will consist of reconstruction of 68 affordable multi-family housing units. HOME funds provided under this Agreement will be utilized for the construction of four (4) HOME assisted floating units. Designation of the HOME assisted units shall be as follows: two (2) one-bedroom units, and two (2) two-bedroom units. HOME subsidy does not exceed the limits provided at §234 of the National Housing Act, see Exhibit D for limits provided. III. DEFINITIONS 3.1 For purposes of this Agreement, in addition to the definitions and references set forth throughout this AGREEMENT, the following terms shall have the meanings indicated: Business Day: Every day of the week, except all Saturdays, Sundays and those scheduled holidays officially adopted and approved by the CITY's City Council for its employees. Environmental Law: Any federal, state, or local law, statute, ordinance, or regulation, pertaining to health, industrial hygiene, or the environmental conditions on, under, or about the Property, including without limitation, the following, as now or hereafter amended, Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C.A. §9601 et seq.; Resource, Conservation and Recovery Act, 24 U.S.C.A. §6901 et seq. as amended by the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613; the Toxic Substances Control Act, 15 U.S.C.A. §2601 et seq.; Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C.A. §1101 et seq.; Clean Water Act ("CWA"), 33 U.S.C.A. §1251 et seq., Clean Air Act, 42 U.S.C.A. §7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C.A. §1251 et seq.; and any corresponding state laws or ordinances including HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 3 • but not limited to the Texas Water Code §26.001 et seq.; Texas Health & Safety Code §361.001 et seq.; Texas Solid Waste Disposal Act, Tex. Rev. Civ. Stat. Ann. Art. 4477-7; and regulations, rules, guidelines, or standards promulgated pursuant to such laws, statute and regulations, as such statutes, regulations, rules, guidelines, and standards are amended from time to time. Environmental Report: Means, collectively, that Environmental Assessment for HUD- Funded Proposals prepared by ASTEX Environmental Services, dated February 17, 2016, bearing Project No. AE-15-10975, and that Phase I Environmental Site Assessment prepared by ASTEX Environmental Services, dated January 14, 2015, bearing Report No. AE-14-10150. First Lien Lender: Wells Fargo Bank, National Association, a national banking association, together with its successors and assigns. First Lien Loan — The loan from the First Lien Lender to BORROWER in the amount of $9,300,000.00, and which will be governed and secured by the First Lien Loan Documents. It is contemplated that concurrently with BORROWER's repayment of the First Lien Loan, First Lien Lender will make a permanent loan to BORROWER, and upon the closing of such permanent loan, it will be deemed the First Lien Loan referenced in this Agreement, and the documents governing, securing, and/or evidencing said permanent loan will be deemed the First Lien Loan Documents. First Lien Loan Documents: The documents governing, securing and/or evidencing the First Lien Loan, including the Promissory Note dated on or about even date herewith in the original principal sum of $9,300,000.00 executed by BORROWER for the benefit of First Lien Lender. BORROWER agrees to provide a copy of the First Lien Loan Documents upon request from CCCIC. Fourth Lien Lender: HCS 309, LLC, a Texas limited liability company, together with its successors and assigns. Fourth Lien Loan —The loan from the Fourth Lien Lender in the amount of$230,000.00, and which will be governed and secured by the Fourth Lien Loan Documents. Fourth Lien Loan Documents: The documents governing, securing and/or evidencing the Fourth Lien Loan, including the Promissory Note dated on or about even date herewith in the original principal sum of $230,000.00 executed by BORROWER for the benefit of Fourth Lien Lender. Governmental Authority: Any and all courts, boards, agencies, commissions, offices or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, having jurisdiction over the applicable matter. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 4 Hazardous Materials: Any flammables, explosives, radioactive materials, asbestos, petroleum products or other hazardous waste, including, without limitation, substances defined as "hazardous substances," "hazardous materials" or "toxic substances" in any Environmental Law; excluding however, standard prepackaged household items and supplies and materials necessary for the construction and operation of the Property. Improvements: The improvements now or hereafter located on the Property and being generally described as reconstruction of a 68-unit multifamily rental development located in Corpus Christi, Nueces County, Texas. Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or oral, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, all or any part of the Property, together with all security and other deposits made in connection therewith, and all other agreements, such as engineer's contracts, utility contracts, maintenance agreements and service contracts, which in any way relate to the design, use, occupancy, operation, maintenance, enjoyment or ownership of the Property, save and except any and all leases, subleases or other agreements pursuant to which BORROWER is granted a possessory interest in the Property and easement agreements filed of record prior to the Deed of Trust. Legal Requirements: All laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over BORROWER, or the Property, including, without limitation, the following (to the extent applicable to the Property): the Civil Rights Act of 1964 (42 U.S.C. 2000(d); Equal Opportunity in Housing (Executive Order 11063, as amended by Executive Order 12259); Executive Order 11246; Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.); Fair Credit Reporting Act (15 U.S.C. 1681 et seq.); Fair Housing Act (42 U.S.C. 3601 et seq.); the Americans with Disabilities Act of 1990 (P.L. 101-336; Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794); Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.); Federal Drug Free Workplace Act of 1988 and the regulations promulgated thereunder including, without limitation, 54 CFR Part 4956, Section 3 of the Housing and Urban Development Act of 1968; Executive Orders 11625, 12432 and 12138, as amended; the Copeland "Anti-Kickback" Act (18 U.S.C. § 874 et seq.); Sections 103 and 107 of the Work Hours and Safety Standards Act. (40 U.S.C. § 327 et seq.); the Uniform Relocation Assistance and Real Property Acquisition Policies Act (42 U.S.C. § 4201 et seq.); the Housing and Community Development Act of 1974; the National Environmental Policy Act (42 U.S.C. § 4321 et seq.); ("NEPA"); the Lead- Based Paint Poisoning Prevention Act (42 U.S.C. § 4321 et seq.); the State of Texas Senate Bill 1356; Title 8, and Chapter 92 of the Texas Property Code; Solid Waste Disposal Act TEX. HEALTH & SAFETY CODE Ann. Ch. 361; Comprehensive Municipal Solid Waste Management, Resource Recovery, and Conservation Act; TEX. HEALTH & SAFETY CODE Ann. Ch. 363; County Solid Waste Control Act; TEX. HEALTH & SAFETY CODE Ann. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 5 Ch. 364; Texas Clean Air Act, TEX. HEALTH AND SAFETY CODE Ann. Ch.; and Hazardous Communication Act, TEXAS HEALTH AND SAFETY CODE Ann. Ch. 502; and such Governmental Requirements as may be amended from time to time or superseded and all of their implementing regulations, as may be amended. Loan Documents: (i) this AGREEMENT, (ii) the "Third Lien HOME Promissory Note" (the "Note"), (iii) the "Third Lien HOME Deed of Trust" (the "Deed of Trust"), (iv) the "Assignment of Leases and Rentals" (the "Assignment"), (v) the "Deed Covenant to Bind Property for Period of Affordability" (the "Covenant"), and any and all other documents now or hereafter executed by BORROWER to evidence or secure the payment of the Indebtedness or the performance of the Obligations. Obligations: Any and all of the covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by BORROWER for the benefit of CCCIC as set forth in any of the Loan Documents. Plans: Any and all contracts and agreements, written or oral, between Architect and BORROWER, together with the final plans, specifications, shop drawings and other technical descriptions prepared for the construction of the Improvements, and all amendments and modifications thereof. Property: Defined herein above. Second Lien Lender: Corpus Christi Housing Finance Corporation, a Texas housing finance corporation created under Chapter 394 of the Texas Local Government Code, together with its successors and assigns. Second Lien Loan—The loan from the Second Lien Lender in the amount of$720,000.00, and which will be governed and secured by the Second Lien Loan Documents. Second Lien Loan Documents: The documents governing, securing and/or evidencing the Second Lien Loan, including the Promissory Note dated on or about even date herewith in the original principal sum of $720,000.00 executed by BORROWER for the benefit of Second Lien Lender. Subordination Agreement: That Subordination Agreement and Standstill Agreement dated of even date herewith executed by CCCIC, BORROWER and First Lien Lender. IV. REPRESENTATIVES 4.1 Unless written notification by BORROWER to the contrary is received and approved by CCCIC, the Executive Director of TG 110, Inc., shall be BORROWER's designated representative responsible for the management of all contractual matters pertaining to this AGREEMENT. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 6 4.2 CCCIC, acting through staff designated by the General Manager, is responsible for the administration of this AGREEMENT. 4.3 Communications between CCCIC and BORROWER shall be directed to the designated representatives of each as set forth in paragraphs numbered 4.1 and 4.2 hereinabove. V. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS 5.1 BORROWER understands that funds provided to it pursuant to this AGREEMENT are funds, which have been made available to CCCIC, through the CITY, by the federal government under the HOME Investment Partnerships Program (Final Rule) and in accordance with CITY's HUD-approved Grant Application and with other specific assurances made and executed by CITY. BORROWER, therefore, assures and certifies that it will comply, in all material respects, with the requirements of the HOME Investment Partnerships Program (Final Rule) and with all regulations promulgated thereunder, codified at Title 24 of the Code of Federal Regulations. BORROWER understands, however, that the HOME Investment Partnerships Program (Final Rule) in no way is meant to constitute a complete compilation of all duties imposed upon BORROWER by law or administrative ruling, or to narrow the standards which BORROWER must follow. Accordingly, BORROWER understands that if the regulations and issuances promulgated pursuant to the HOME Investment Partnerships Program (Final Rule) are amended or revised, it shall comply with them, if required, or otherwise promptly notify CCCIC pursuant to the provisions of this AGREEMENT. 5.2 BORROWER understands that summaries of certain compliance requirements mandated by applicable laws or regulations are available from CCCIC, and that BORROWER must at all times remain in compliance therewith; BORROWER further understands that said summaries are intended only as such and in no way are meant to constitute a complete compilation of all duties imposed upon BORROWER by law or administrative ruling, or to narrow the standards which BORROWER must follow. 5.3 BORROWER will inform all contractors and subcontractors receiving funds in connection with this Project that they shall comply with any and all applicable federal and state laws, rules and regulations and that provisions mandating compliance with all applicable federal and state laws, rules, and regulations will be included as part of every contract awarded in connection with this Project. 5.4 BORROWER shall observe and comply with all Legal Requirements in all material respects. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 7 VI. BORROWER'S WARRANTIES AND REPRESENTATIONS 6.1 Responsibility. BORROWER shall be solely responsible for all aspects of BORROWER's business and conduct in connection with the construction of the Property, including without limitation: (A) The quality and suitability of the Plans; (B) Supervision of the construction of the Improvements; (C) The qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors, material suppliers, consultants, and property managers; (D) Conformance of construction of the Improvements to all Legal Requirements and to the requirements of this Agreement; and (E) The quality and suitability of all materials and workmanship. (F) The performance of the Project, of all services and activities set forth in this AGREEMENT. 6.2 Performance. BORROWER hereby accepts responsibility for the performance, in a satisfactory and efficient manner as determined by CCCIC, in its reasonable determination and/or discretion, of all services and activities set forth in this AGREEMENT. 6.3 Legal Authority. All action on BORROWER's part requisite for the due authorization, creation, issuance, execution and delivery of this AGREEMENT and the other Loan Documents has been duly and effectively taken. More specifically, BORROWER possess the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this AGREEMENT and the Loan Documents and to perform the responsibilities herein required, and each of the Loan Documents entered into by BORROWER constitutes a legal and binding obligation of, and is valid and enforceable against, BORROWER and the Property(as the case may be) in accordance with the terms thereof. 6.4 Executive Director Authority. BORROWER represents, warrants, assures and guarantees that the individual, herein the Executive Director of TG 110, Inc., executing this AGREEMENT has full legal authority to execute this AGREEMENT on behalf of BORROWER, as applicable, and to bind BORROWER, as applicable,to all terms, performances and provisions herein contained. 6.5 Documentation of Authority. BORROWER has delivered to CCCIC duly executed documentation creating and lawfully establishing BORROWER, including evidence of any required filing with the Secretary of State of the State of Texas. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 8 6.6 Dispute as to Legal Authority. In the event that a dispute arises as to the legal authority to enter into this AGREEMENT of either the BORROWER or the person signing on behalf of BORROWER, and same is not dismissed within ninety (90) days, CCCIC shall have the right, at its option, to either temporarily suspend or permanently terminate this AGREEMENT. Should CCCIC suspend or permanently terminate this AGREEMENT pursuant to this paragraph, however, BORROWER shall be liable to CCCIC for any money it has received from CCCIC for performance of any of the provisions hereof. 6.7 Claims. Except as may be otherwise set forth on any exhibit attached hereto, there are no claims, demands, suits, proceedings, causes of action or other actions (hereinafter collectively referred to as "claims") of a material nature pending or, to the knowledge of BORROWER, threatened against or affecting BORROWER or the Property, or involving the validity or enforceability of the Deed of Trust or the priority of the liens and security interests created therein; and no event has occurred (including specifically BORROWER's execution of the respective Loan Documents, and Borrower's consummation of the Loan) which will violate, be in conflict with, result in the breach of or constitute (with due notice or lapse of time, or both) a default under any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever on the Property other than the liens and security interests created by or expressly permitted under the Loan Documents. 6.8 Notice of Claims. In the event that any material claims are made or brought against BORROWER or the Property, BORROWER shall give written notice thereof to CCCIC within five (5) business days after itself being notified. BORROWER's notice to CCCIC shall state the date BORROWER received written notice of the claim; the names and addresses of those instituting or threatening to institute the claim, the basis of the claim; and the name(s) of any others against whom the claim is being made or threatened. Written notice pursuant to this Article shall be delivered in accordance with the terms of Section 38.2 of this AGREEMENT. 6.9 Compliance with Legal Requirements. (A) BORROWER has (or will have when required) (i) received all requisite building permits and approvals required for the commencement of construction of the Project, (ii) filed and/or recorded all requisite plats and other instruments, and (iii) complied or ensured the compliance with all Legal Requirements required to be met prior to commencement of the demolition or reconstruction work done in connection with the Project. (B) The HOME assisted units to be constructed in accordance with this AGREEMENT must, at a minimum, meet or exceed the requirements of the Texas Property Code relating to security devices and other applicable requirements for residential tenancies and will adhere to the City of Corpus Christi Building Code, and all other required property standards in accordance with 24 C.F.R. § 92.251. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 9 6.10 Notice to Proceed. Within sixty (60) days following the date of the closing of the purchase of the Property, BORROWER must receive a "Notice to Proceed" from First Lien Lender and CCCIC prior to the start of any construction activities and/or prior to disbursements of funding for eligible costs, other than amounts funded at the closing of the purchase of the Property. 6.11 Streets, Easement, Utilities and Services. All streets, easements, utilities and related services necessary for the construction of the Improvements and the operation thereof for their intended purpose are (or will be when required) available to the boundaries of the Land, including, without limitation, potable water, storm and sanitary sewer, gas, electric, telephone and garbage removal. VII. ENVIRONMENTAL LAW REQUIREMENTS 7.1 Based upon the Environmental Report, BORROWER warrants that, to the best of BORROWER's knowledge, the Property has not been the site of any activity that would violate any past or present Legal Requirements, including, without limitation, any Environmental Law, except as disclosed in the Environmental Report. Specifically, without limitation, except as disclosed in the Environmental Report, (i) no solid waste, as that term is defined in the Texas Solid Waste Disposal Act, and no petroleum or petroleum products have been handled on the Property such that they may have leaked or spilled on to the Property or contaminated the Property, (ii) there is no on-site contamination resulting from activities on the Property or adjacent tracts, (iii) there is no off-site contamination resulting from activities on the Property, (iv) the Property contains no Hazardous Materials, and (v) there are no underground storage tanks located in, on or under the Property. VIII. MAINTENANCE OF EFFORT 8.1 BORROWER agrees that the funds and resources provided to it under the terms of this AGREEMENT shall in no way be substituted for funds and resources provided from other sources, nor shall such funds and resources in any way serve to reduce the funds, resources, services, or other benefits which would have been available to, or provided through, BORROWER had this AGREEMENT not been executed. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 10 IX. PERFORMANCE BY BORROWER 9.1 BORROWER, in accordance and compliance with the terms, provisions and requirements of this AGREEMENT, shall manage, perform and provide all of the activities and services required under this AGREEMENT in connection with the Project to CCCIC's satisfaction, in its reasonable determination and/or discretion. The funds available for utilization hereunder shall be expended only in accordance with the terms of this AGREEMENT for construction of four (4) HOME assisted units. BORROWER shall submit a Project budget and construction schedule ("Construction Schedule") within ten (10) days of start of construction activities, to replace the Preliminary Budget and Construction Schedule at Exhibit A. X. DRAW REQUESTS 10.1 Provided no Event of Default (as defined in the Deed of Trust) has occurred and remains uncured, CCCIC will deliver funding reimbursement to BORROWER, to be used by BORROWER to construct the Project, up to Three Hundred Thousand and No/100 Dollars ($300,000.00), upon request of the BORROWER as work in place is completed and construction work has been verified by CCCIC. City shall retain 10% of the funds, or $30,000.00, until construction of the Project is complete. Upon completion of Project construction, the City will deliver $30,000.00 to BORROWER. 10.2 BORROWER estimates the following draw schedule, which CCCIC hereby approves; provided, however, BORROWER shall not be bound by the following draw schedule: Draw 1- $ 90,000.00 estimated October 1, 2016 Draw 2- $ 90,000.00 estimated November 1, 2016 Draw 3- $ 90,000.00 estimated December 1, 2016 Subtotal $270,000.00 Upon completion of Project construction funding in the amount of$30,000.00 will be delivered to BORROWER. Xl. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS 11.1 Except as otherwise provided in the Permitted Exceptions (as defined in the Deed of Trust), prior to and during the period of time that payment may be made hereunder and so long as any payments remain unliquidated, BORROWER covenants that it shall not, without the prior written consent of CCCIC's General Manager or his designate, such consent not to be unreasonably delayed, withheld or conditioned: (A) Further mortgage, pledge, or otherwise encumber or cause to be encumbered any of the assets of BORROWER now owned or hereafter acquired by it, except for pursuant to the First Lien Loan Documents, the Second Lien Loan Documents, the Loan HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 11 Documents and the Fourth Lien Loan Documents, and any refinancing of the First Lien Loan and/or the Third Lien Loan, and CCCIC expressly permits such refinancings; (B) Permit any pre-existing mortgages, liens, or other encumbrances to remain on or attached to any of the assets of BORROWER which are allocated to the performance of this AGREEMENT and with respect to which CCCIC has ownership hereunder; (C) Sell, assign, pledge, transfer or otherwise dispose of BORROWER's accounts receivable, notes or claims for money due or to become due, other than to the First Lien Lender, the Second Lien Lender, CCCIC and the Fourth Lien Lender, and other than collateral assignments by BORROWER'S general partner of its interests in Borrower to secure funding for the Project, removal of BORROWER's general partner in accordance with the terms of BORROWER's partnership agreement, and transfers by borrower's limited partners of their limited partnership interests in BORROWER pursuant to BORROWER's partnership agreement. (D) Sell, convey, or lease all or any substantial part of BORROWER's assets other than for residential use; or (E) Make any advance or loan to, or incur any liability as guarantor, surety or accommodation endorser for any other firm, person, entity or corporation. 11.2 Each of the foregoing representations, warranties and covenants shall be continuing and deemed repeated each time BORROWER submits a new request for disbursement of proceeds of the Loan in accordance with the terms, provisions and requirements of this AGREEMENT. XII. EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION 12.1 BORROWER shall comply with all applicable local, state and federal equal employment opportunity and affirmative action rules, regulations and laws. XIII. NONDISCRIMINATION 13.1 BORROWER covenants that it, or its agents, employees or anyone under its control, will not discriminate against any individual or group on account of race, color, sex, age, religion, national origin, handicap or familial status, in employment practices or in the use of or admission to the Property, which said discrimination BORROWER acknowledges is prohibited. XIV. CONFLICT OF INTEREST 14.1 BORROWER covenants that neither it nor any member of its governing body or of its staff presently has any interest, direct or indirect, which would conflict in any manner or degree HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 12 with the performance of services required to be performed under this AGREEMENT. BORROWER further covenants that in the performance of this AGREEMENT, no persons having such interest shall be employed or appointed as a member of its governing body or of its staff. 14.2 BORROWER further covenants that no member of its governing body or of its staff shall possess any interest in, or use their position for, a purpose that is or gives the appearance of being motivated by desire for private gain for themselves or others, particularly those with which they have family, business, or other ties. 14.3 No member of CCCIC's governing body or of its staff who exercises any function or responsibility in the review or approval of the undertaking or carrying out of this AGREEMENT shall: (A) Participate in any decision relating to this AGREEMENT, which may affect his or her personal interest or the interest of any corporation, partnership, or association in which he or she has a direct or indirect interest; or (B) Have any direct or indirect interest in this AGREEMENT or the proceeds thereof. XV. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS 15.1 BORROWER shall comply with non-procurement, debarment and suspension standards set forth in 2 CFR Part 180, Subpart C, as required by 2 CFR Part 2424, and shall not employ, award a contract to, or fund any person that has been debarred, suspended, proposed for debarment or placed on ineligibility status by HUD or the Department. 15.2 BORROWER certifies, and CCCIC relies thereon in execution of this AGREEMENT, that neither BORROWER nor its Principals are presently debarred, suspended, proposed for debarment, or declared ineligible, or voluntarily excluded for the award, proposed for debarment, or declared ineligible, or voluntarily excluded for the award of contracts by any Federal governmental agency or department. 15.3 "Principals," for the purposes of this certification, means officers, directors, owners, partners, and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of subsidiary, division, or business segment, and similar positions). 15.4 BORROWER shall provide prompt written notice to CCCIC, in accordance with the AGREEMENT if, at any time during the term of this AGREEMENT, including any renewals hereof, BORROWER learns that its certification was erroneous when made or has become erroneous by reason of changed circumstances. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 13 15.5 BORROWER's certification is a material representation of fact upon which CCCIC has relied in entering into this AGREEMENT. Should CCCIC determine, at any time during this AGREEMENT, including any renewals hereof, that this certification is false, or should it become false due to changed circumstances, CCCIC may terminate this AGREEMENT in accordance with the Termination provision herein. XVI. SUB-CONTRACTING 16.1 Any other clause of this AGREEMENT to the contrary notwithstanding, none of the work or services covered by this AGREEMENT shall be sub-contracted without the prior written approval of CCCIC. Any work or services approved for sub-contracting hereunder, however, shall be sub-contracted only by written contract or agreement and, unless specific waiver is granted in writing by CCCIC, shall be subject by its terms to each and every provision of this AGREEMENT. Compliance by sub-contractors with this AGREEMENT shall be the responsibility of BORROWER. Notwithstanding the foregoing, CCCIC acknowledges that BORROWER will enter into a construction contract with a general contractor and a development agreement with a developer, for each party to provide services with respect to the construction of the Project. Such sub-contractors are expressly permitted, and it is acknowledged that the general contractor and the developer will be permitted to sub-contract certain services under their respective contracts. 16.2 BORROWER agrees that no sub-contract approved pursuant to this AGREEMENT shall provide for payment on a "cost plus a percentage of cost" basis. 16.3 Despite CCCIC approval of a sub-contract, CCCIC shall in no event be obligated to any third party, including any sub-contractor of BORROWER, for performance of work or services, nor shall CCCIC funds ever be used for payment of work or services performed prior to the date of AGREEMENT execution or extending beyond the date of AGREEMENT expiration. XVII. RECORDS AND REPORTS, and MONITORING AND INSPECTION 17.1 Records and Reports. (A) Any and all information, reports, papers and other data (including, without limitation, any and all balance sheets, statements of income or loss, reconciliation of surplus and financial data of any other kind) heretofore furnished, or to be furnished, to CCCIC by or on behalf of BORROWER are, or when delivered will be, true and correct in all material respects; all financial data has been, or when delivered will have been, prepared in accordance with generally accepted accounting principles consistently applied and fully and accurately present, or will present, the financial condition of the subjects thereof as of the dates thereof; and, with respect to the financial data heretofore furnished, no materially adverse change has occurred in the financial condition reflected therein since the dates thereof. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 14 (B) Maintenance of records shall be in compliance with all terms, provisions and requirements of this Agreement and with all applicable federal and state regulations establishing standards for financial management; and the record system shall contain sufficient documentation to provide in detail full support of each expenditure. BORROWER agrees to retain, for the period of time and under the conditions specified in writing by CCCIC, all books, records, documents, reports, and written accounting policies and procedures pertaining to the Project and expenditures of funds under this Agreement, and as in accordance with 24 CFR 92.508(c)(1)(4). (C) At any reasonable time and as often as CCCIC may deem necessary in its reasonable determination, BORROWER shall make all of its records available to CCCIC, HUD, or any of their agents or authorized representatives, and shall permit CCCIC, HUD, or any of their agents or authorized representatives to audit, examine, and make excerpts and/or copies of same. BORROWER's records shall include, but shall not be limited to, the following: books, records, accounting data and other documents of Borrower that relate in any way to the Property, including without limiting the generality of the foregoing, all permits, licenses, consents and approvals of all Governmental Authorities having jurisdiction over Borrower or the Property. Borrower shall furnish CCCIC with convenient facilities for the foregoing purpose. (D) At a minimum, quarterly performance records and reports shall be submitted to CCCIC by BORROWER on or before the fifteenth (15th) calendar day of January, April, July and October with each report reflecting the previous quarter. During construction of the Project,the quarterly report shall contain details related to construction progress. Following completion of the Project, such report shall contain details related to the financial performance (including leasing activity and an income statement regarding the Project). The form of such report must meet the approval of CCCIC, and BORROWER agrees to make any and all changes to such form as may be recommended by CCCIC, as well as provide additional information in connection with such reports as may be requested by CCCIC, both in CCCIC's reasonable determination. CCCIC agrees to accept copies of any monthly reports that may be submitted to First Lien Lender or BORROWER's investor limited partner in satisfaction of this requirement. 17.2 Monitoring and Inspection. (A) CCCIC, through its officers, agents or employees, shall, with reasonable prior notice delivered to Borrower, have the right to enter upon the Property and perform on-site monitoring and inspection to determine that Borrower's performance is in conformity with the Plans and all the requirements of the AGREEMENT during regular business hours. (B) With reasonable notice to BORROWER, and in accordance with the leases affecting the Property, BORROWER agrees that CCCIC and HUD may, at CCCIC's and HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 15 HUD's sole discretion, carry out monitoring and evaluation activities so as to ensure compliance by BORROWER. (C) BORROWER agrees to cooperate with CCCIC in the development, implementation and maintenance of record-keeping systems and to provide CCCIC with any data determined by CCCIC in reasonable determination and/or discretion, to be necessary for its effective fulfillment of its monitoring and evaluation responsibilities. (D) BORROWER agrees that it will cooperate with CCCIC and HUD in such a way so as not to obstruct or delay CCCIC or HUD in its monitoring of BORROWER's performance and that BORROWER will designate one of its staff to coordinate the monitoring process as requested by CCCIC and/or HUD staff. (E) After each official monitoring visit, CCCIC shall provide BORROWER with a written report of monitoring findings. 17.3 Copies of any fiscal, management, or audit reports related to the Property delivered to BORROWER by any of BORROWER's funding or regulatory bodies that contain materially adverse findings shall be submitted by BORROWER to CCCIC's General Manager or designate within five (5) business days of receipt thereof by BORROWER. 17.4 It is expressly understood and agreed that CCCIC shall have no duty to supervise or to inspect the construction activities or any books and records, and that any such inspection shall be for the sole purpose of determining whether or not the obligations of BORROWER are being properly discharged and to preserving CCCIC's rights hereunder. If CCCIC or its agent acting on its behalf inspects the construction activities or any books and records, CCCIC shall have no liability or obligation to BORROWER or any third party arising out of such inspection. CCCIC's failure to inspect the construction activities or any part thereof or any books and records shall not constitute a waiver of any of CCCIC's rights hereunder. Neither BORROWER nor any third party shall be entitled to rely upon any such inspection or review. XVIII. AUDITS, BONDING AND INSURANCE 18.1 Audits. (A) Unless otherwise directed by CCCIC, BORROWER shall arrange for the performance of an annual financial and compliance audit of funds received and performances rendered under this AGREEMENT, subject of the following conditions and limitations: (i) BORROWER shall have an audit made in accordance with 24 CFR 92.506 or OMB Circular A-133 for any of its fiscal years included within the AGREEMENT period specified in Section II of this AGREEMENT in which BORROWER receives more than HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 16 $500,000 in federal financial assistance provided by a federal agency in the form of grants, agreements, loans, loan guarantees, property, cooperative agreements, interest subsidies, insurance or direct appropriations, but federal financial assistance does not include direct federal cash assistance to individuals or low-income housing credits. The term includes awards of federal financial assistance received directly from federal agencies, or indirectly through other units of state and local government. (ii) Intentionally omitted. (iii) Notwithstanding provisions of this AGREEMENT to the contrary, BORROWER may utilize funds budgeted under this AGREEMENT to pay for that portion of the cost of such audit services properly allocable to the activities funded by CCCIC under this AGREEMENT; provided, however, that CCCIC shall not make payment for the cost of such audit services until CCCIC has received such audit report from BORROWER. (iv) Unless otherwise specifically authorized by CCCIC in writing, BORROWER shall submit the report of such audit to CCCIC within thirty (30) days after BORROWER's receipt of the completed audit, but no later than one (1) year after the end of each federal fiscal period included within the period of this AGREEMENT. Audits performed under subsection A of this Section are subject to review and resolution by CCCIC or its authorized representative. (v) As part of its audit, BORROWER shall verify expenditures according to the Budget and Construction Schedule attached and incorporated as Exhibit A. (B) Notwithstanding subsection A of this Section 18, CCCIC reserves the right to conduct an annual financial and compliance audit of funds received and performances rendered under this AGREEMENT. BORROWER agrees to permit CCCIC or its authorized agent or representative to audit BORROWER's records and to make copies of any documents, materials, or information necessary to facilitate such audit. Should an audit not be required by sub-section A of this Section 18, BORROWER shall provide an annual audit to CCCIC of funds received in performance of this AGREEMENT. (C) BORROWER understands and agrees that it shall be liable to CCCIC for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this AGREEMENT. BORROWER further understands and agrees that reimbursement to CCCIC of such disallowed costs shall be paid by BORROWER from funds which were not provided or otherwise made available to BORROWER under this AGREEMENT. (D) BORROWER shall take all necessary actions to facilitate the performance of such audit or audits conducted pursuant to this Section 18 as CCCIC may require of BORROWER. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 17 18.2 Bonding and Insurance. (A) BORROWER shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for activities under this AGREEMENT; provided, however, that the foregoing provision of this paragraph shall in no way be construed or deemed to limit or diminish the insurance requirements set forth in the other Loan Documents with which BORROWER must comply and maintain. (i) Liability Insurance. At least ten (10) days prior to start of construction, BORROWER shall provide a Certificate of Insurance evidencing the required insurance coverage set forth in the attached and incorporated Exhibit E. (ii) Fire and Extended Coverage. BORROWER shall have in force throughout the term of this Agreement and throughout the affordability period fire and extended coverage insurance in an amount sufficient to cover the replacement cost (HOME funds invested) in the Project. The insurance policy shall name CCCIC as a loss payee using a standard loss payee clause. A certificate to that effect must be provided to CCCIC prior to the commencement of construction of the Project. (iii) Notice to CCCIC. BORROWER shall require its insurance policies to provide that the General Manager of CCCIC shall be given thirty (30) days advance written notice by the insurer prior to cancellation, nonrenewal, or material change of the insurance policies required by this Section. The insurer utilized by BORROWER is subject to approval of CCCIC. Failure to maintain such insurance will be cause for CCCIC to take control of the Project HOME funds and will cancel any claim that BORROWER may have to draw HOME funds under this Agreement unless and until such failure is cured. (iv) Right to Re-evaluate and Adjust Limits. CCCIC, through its General Manager or his designee, retains the right to, in the General Manager's reasonable discretion, re- evaluate the insurance requirements and adjust the coverage limits, up or down, upon thirty (30) days written notice to BORROWER. Insurance coverage limits may not be adjusted more frequently than once per year. (B) Upon signing this AGREEMENT, and annually thereafter for the duration of the Note, in addition to any other requirements and obligations of BORROWER in the other Loan Documents, BORROWER shall provide CCCIC: (1) proof of timely (i.e. before past due) payment in full of all taxes assessed against the Property, and (2) evidence of BORROWER' current payment status on all loans in connection with the Property and the Project. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 18 (C) Premiums chargeable for any and all insurance referred to in this Article will be paid by BORROWER, at its own expense, unless otherwise authorized in writing by CCCIC, and such insurance shall be kept in force during and throughout the term of this AGREEMENT. (D) BORROWER must provide to CCCIC certificates evidencing renewals or replacements of the policies of said insurance prior to the expiration or cancellation of any such policies. Additionally, BORROWER shall provide CCCIC evidence of the payment of all premiums therefor. (E) Actual losses not covered by insurance as required by this Article shall not be allowable costs under this AGREEMENT, and shall therefore remain the sole responsibility of BORROWER. IXX. INDEMNIFICATION 19.1 BORROWER covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, CCCIC and the elected officials, employees, officers, directors, volunteers, agents and representatives of CCCIC, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses,fees,fines,penalties,proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon CCCIC, directly or indirectly arising out of, resulting from or related to BORROWER'S activities under this AGREEMENT, including any acts or omissions of BORROWER, any agent, officer, director, representative, employee, consultant, contractor or subcontractor of BORROWER, and their respective officers, agents, employees, directors and representatives while in the exercise or performance of the rights or duties under this AGREEMENT, all without, however, waiving any governmental immunity available to CCCIC under Texas law and without waiving any defenses of the parties under Texas law. IT IS FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPLY EVEN WHERE SUCH COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND/OR SUITS ARISE IN ANY PART FROM THE NEGLIGENCE OF CCCIC, THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS, AGENTS, AND REPRESENTATIVES OF CCCIC, UNDER THIS AGREEMENT. The provisions of this INDEMNIFICATION are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. BORROWER shall promptly advise CCCIC in writing of any claim or demand against CCCIC or BORROWER known to BORROWER related to or arising out of BORROWER'S activities under this AGREEMENT and shall see to the investigation and defense of such claim or demand at BORROWER'S cost. CCCIC shall have the right, at its option and at its own expense, to participate in such defense without relieving BORROWER of any of its obligations under this paragraph. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 19 19.2 It is the EXPRESS INTENT of the parties to this AGREEMENT that the INDEMNITY provided for in this Article is an INDEMNITY extended by BORROWER to INDEMNIFY, PROTECT, and HOLD HARMLESS CCCIC from the consequences of CCCIC's OWN NEGLIGENCE, provided however, that the INDEMNITY provided for in this Article SHALL APPLY only when the NEGLIGENT ACT of CCCIC is a CONTRIBUTORY OR CONCURRENT CAUSE of the resultant injury, death, or damage, and shall have no application when the negligent act of CCCIC(or any of its elected officials, employees, officers, directors, volunteers, agents, and representatives) is the sole cause of the resultant injury, death or damage, or is the result of CCCIC's (or any of its elected officials, employees, officers, directors, volunteers, agents, and representatives) gross negligence and/or willful misconduct. BORROWER further AGREES TO DEFEND, AT ITS OWN EXPENSE and ON BEHALF OF CCCIC AND IN THE NAME OF CCCIC, any claim or litigation brought against CCCIC and its elected officials, employees, officers, directors, volunteers, agents, and representatives, in connection with any such injury, death, or damage for which this INDEMNITY shall apply, as set forth above. 19.3 It is expressly understood and agreed that BORROWER is and shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions and that CCCIC shall in no way be responsible therefor. XX. PUBLICITY 20.1 In any news release, sign, (other than permanent signage on the Property), brochure, or other advertising medium disseminating information prepared or distributed by or for BORROWER, mention shall be made of HUD funded CCCIC participation having made the Project possible. 20.2 BORROWER will have affirmative marketing procedures to market units to persons in the housing market area without regard to race, color, national origin, sex, religion, familial status, or disability. The affirmative marketing requirements apply and must be followed throughout the affordability period. XXI. PUBLICATIONS 21.1 All published materials and written reports submitted to CCCIC pursuant to this AGREEMENT shall be originally developed unless otherwise specifically provided for herein. If material not originally developed is included in a report, however, said material shall have its source identified, either in the body of the report or by footnote, regardless of whether the material is in a verbatim or extensive paraphrase format. 21.2 All published materials submitted to CCCIC pursuant to this Project shall include the following reference on the front cover or title page: "This document was prepared in accordance with the City of Corpus Christi's HOME Investment Partnerships Program, with HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 20 funding received from the United States Department of Housing and Urban Development." XXII. RIGHTS TO PROPOSAL AND CONTRACTUAL MATERIAL 22.1 Copies of all finished or unfinished reports, documents, data, studies, surveys, charts, drawings, maps, models, photographs, designs, plans, schedules, or other appended documentation to any proposal or contract, and any responses, inquiries, correspondence and related material submitted to CCCIC by BORROWER, shall, upon receipt, become the property of CCCIC, unless otherwise specified. XXIII. FUNDING APPLICATIONS 23.1 BORROWER agrees to notify CCCIC each time BORROWER is preparing or submitting any application for funding (other than as set forth in the Permitted Exceptions and/or BORROWER's partnership agreement) after the date hereof. When so preparing or submitting such an application,the following procedures shall be adhered to by BORROWER: (A) When the funding application is in the planning stages, a description of the funds being applied for and of the proposed use for the funds shall be submitted by BORROWER to CCCIC; (B) Upon award or notice of award, whichever is sooner, BORROWER shall notify CCCIC of the award or notice thereof, and of the effect, if any, of such funding on the funds and programs agreed to hereunder. Such notice shall be submitted by BORROWER to CCCIC, in writing, within ten (10) business days of receipt of the award or notice thereof, together with copies of the applicable budget, personnel complement, program description, and contract; and (C) Except pursuant to prior written consent of CCCIC, BORROWER shall not use, either directly or indirectly, resources provided hereunder to prepare applications for other federal, other public or private funds, nor shall said resources be used, directly or indirectly, as contributions. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 21 XXIV. NOTICE AND CURE 24.1 Notwithstanding anything to the contrary set forth herein or in any of the other Loan Documents, where it is determined that BORROWER has failed to comply with any of the terms and/or conditions of this AGREEMENT and/or any of the terms of any of the other Loan Documents, CCCIC shall notify BORROWER of such determination and shall grant BORROWER ten (10) days to complete corrective monetary violations or defaults and thirty (30) days to complete corrective non-monetary violations or defaults prior to enforcing any of it remedies set forth herein or in any of the other Loan Documents. CCCIC hereby agrees that any cure of any default made or offered by any of BORROWER'S limited partners or any affiliate of any of BORROWER'S limited partners or their respective successors or assigns shall be deemed to be a cure by BORROWER and shall be accepted or rejected on the same basis as if made or tendered by BORROWER. XXV. SUSPENSION OF FUNDING 25.1 Upon reasonable determination by CCCIC of BORROWER's failure to timely and properly perform pursuant to the provisions of this AGREEMENT beyond any applicable notice and cure period, or of any of the other Loan Documents beyond any applicable notice and cure period, CCCIC, without limiting or waiving any rights it may otherwise have, may, at its discretion, withhold any, all and further payments of HOME program funds to BORROWER. 25.2 The period of funding suspension shall be of such duration as CCCIC reasonably deems appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendar days. Upon expiration of the suspension period: (A) Should CCCIC determine that the default or deficiency has been cured, BORROWER may, at CCCIC's option, be restored to full compliance status and paid all eligible funds withheld during the suspension period; or (B) Should CCCIC determine continued non-compliance, the provisions of Article XXVI hereunder may be effectuated. XXVI.TERMINATION 26.1 "Termination" of this AGREEMENT shall mean termination by expiration of the AGREEMENT term or earlier termination pursuant to any of the provisions hereof. 26.2 CCCIC may terminate this AGREEMENT for any of the following reasons: (A) Neglect or failure by BORROWER to perform or observe any of the terms, conditions, covenants or guarantees of 1) this AGREEMENT, 2) any of the other Loan HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 22 Documents, or 3) any other valid, written contract or amendment between CCCIC and BORROWER with respect to the Property, beyond all applicable notice and cure periods; (B) Termination or reduction of funding of the Project by HUD; (C) Reserved; (D) Reserved; (E) Appointment of a trustee, receiver or liquidator for all or a material part of BORROWER's Property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against BORROWER, and the same is not dismissed within ninety (90) days; (F) The entry by a court of competent jurisdiction of a final order providing for the modification or alteration of the rights of BORROWER's creditors; (G) Inability by BORROWER to conform to changes in local, state and federal rules, regulations and laws as required under this AGREEMENT and all Legal Requirements, which inability has or is reasonably expected to have a material adverse effect on the Project; and (H) Violation by BORROWER of any rule, regulation or law to which BORROWER is bound or shall be bound under the terms of this AGREEMENT, which violation has or is reasonably expected to have a material adverse effect on the Project and is not cured within any applicable care period. 26.3 BORROWER may terminate this AGREEMENT for any of the following reasons: (A) Cessation of outside funding upon which BORROWER depends for performance hereunder; BORROWER may opt, however, within the limitations of this AGREEMENT and with the written approval of CCCIC, to seek an alternative funding source, provided that the termination of funding by the initial outside source was not occasioned by a breach by BORROWER of this Agreement or as defined in a contract between BORROWER and the funding source in question; or (B) Upon the dissolution of the BORROWER organization, provided such dissolution was not occasioned by a breach of this AGREEMENT. 26.4 Upon a decision to terminate by CCCIC or BORROWER, written notice of such, and the effective date thereof, shall be immediately provided to the other party. 26.5 Upon receipt of notice to terminate in accordance with the terms of this Agreement, BORROWER shall cancel, withdraw, or otherwise terminate any and all outstanding orders and HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 23 subcontracts, which relate to the performance of this AGREEMENT. To this effect, CCCIC shall not be liable to BORROWER or BORROWER's creditors for any expense, encumbrances or obligations whatsoever incurred after the date of termination or which was not canceled, withdrawn or otherwise terminated by BORROWER in accordance with the provisions of this paragraph. 26.6 Upon receipt of notice to terminate in accordance with the terms of this Agreement, copies of all finished or unfinished documents, data, studies, surveys, charts, drawings, maps, models, photographs, designs, plans, schedules, or other appended documentation to any proposal or contract, prepared by or on behalf of BORROWER under this AGREEMENT shall, if requested by CCCIC, and in accordance with Article XXVII hereof, be delivered by BORROWER to CCCIC in a timely and expeditious manner. 26.7 Within thirty (30) calendar days after receipt of notice to terminate in accordance with the terms of this Agreement, BORROWER shall submit a statement to CCCIC, indicating in detail the services performed under this AGREEMENT prior to the effective date of termination. 26.8 Any termination of this AGREEMENT as herein provided shall not relieve BORROWER from the payment of any sum(s) that shall then be due and payable or become due and payable to CCCIC hereunder or as provided for at law or in equity, or any claim for damages then or theretofore accruing against BORROWER hereunder or by law or in equity, and any such termination shall not prevent CCCIC from enforcing the payment of any such sum(s) or claim for damages from BORROWER. Instead, all rights, options, and remedies of CCCIC contained in this AGREEMENT shall be construed and held to be cumulative and no one of them shall be exclusive of the other, and CCCIC shall have the right to pursue any one or all of such remedies or any such other remedy or relief which may be provided by law or in equity whether or not stated in this AGREEMENT. 26.9 Should this AGREEMENT be terminated by either party hereto for any reason permitted by the terms of this Agreement, if the work required hereunder of BORROWER is not fully completed to the reasonable satisfaction of CCCIC in accordance with the terms of this AGREEMENT, BORROWER shall refund any and all sums of money paid by CCCIC to BORROWER within ten (10) business days of CCCIC's written request therefor. 26.10 Upon termination of this AGREEMENT by CCCIC under paragraph number 26.2(A) hereof, BORROWER shall be barred from future contracts with CCCIC absent the express written consent of the General Manager, or his designate,to contract with CCCIC. XXVII. SPECIAL CONDITIONS 27.1 Federal Drug Free Workplace Act. Borrower shall comply with the Federal Drug Free Workplace Act of 1988 and the regulations promulgated thereunder including, without limitation, 2 CFR Part 182. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 24 27.2 National Flood Protection Act. The Improvements will be constructed in compliance with elevation requirements that meet or exceed the National Flood Protection Act, and any local requirements. 27.3 Byrd Amendment: Prohibition for Influencing Federal Entities. To the best of Borrower's knowledge, Borrower has complied with all restrictions, certifications and disclosure requirements contained in the Byrd Amendment to the fiscal 1990 appropriations measures for the United States Department of the Interior (P.L. 101-121) and any guidelines and rules issued by any federal entity in connection therewith, if applicable. 27.4 Procurement. BORROWER shall ensure that all professional and contractual services in connection with Project implementation shall be procured in accordance with 24 CFR 570, 2 CFR 200, The Common Rule, Procurement, Competitive Standards and all other federal laws and regulations to the extent applicable to the Project. 27.5 CCCIC Authorization. BORROWER understands and acknowledges that CCCIC shall not be liable for any cost, or portion thereof, which is or was incurred in connection with an activity of BORROWER where prior written authorization from CCCIC is required for the activity and such authorization was not first procured, or CCCIC has requested that BORROWER furnish data concerning an activity prior to proceeding further therewith and BORROWER nonetheless proceeds without first submitting the data and receiving approval thereof. 27.6 Davis-Bacon. BORROWER understands and agrees that Davis-Bacon Wage and Hour Requirements shall apply to HOME funded projects when, in accordance with 24 CFR 92.354, twelve (12) or more units are rehabilitated or newly constructed. CCCIC acknowledges that this Project has less than twelve (12) HOME assisted units and these requirements are not applicable in this instance. 27.7 Project Completion Report. BORROWER shall accurately complete a Project Completion Report (HUD form 40097) upon completion of each Project activity, and forward the original completed form to CCCIC within ninety (90) calendar days after BORROWER's receipt of the final remittance of AGREEMENT funds by CCCIC for such Project activity. BORROWER understands and acknowledges that new Project Set-up Reports will not be processed by CCCIC if there are any outstanding Project Completion Reports due. 27.8 Compliance. BORROWER shall ensure that all HOME assisted units constructed with assistance made available to BORROWER by CCCIC under this AGREEMENT shall comply with the provisions set forth herein this AGREEMENT as to all federal laws, rules and regulations including, but not limited to the following: (A) The HOME Investment Partnerships Act at Title II of the Cranston-Gonzalez National Affordable Housing Act, as amended, 42 U.S.C. 12701, et seq., and implementing regulations contained in 24 CFR Part 92; HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 25 (B) The HOME Program Guidelines and Application Package; (C) The "Other Federal Requirements" as herein referred to and attached as Exhibit F; (D) The "Certification Regarding Lobbying" as herein referred to, attached and executed as Exhibit G. 27.9 Site Specific Environmental Review Records. BORROWER shall complete all Site Specific Environmental Review Records for each property/parcel of this Project and submit such records to CCCIC. CCCIC must approve in writing such records prior to any Project activity cost being incurred. CCCIC hereby acknowledges that such approval has been given. 27.10 Local Vendors. To the greatest extent feasible, agreements for work to be performed in connection with this Project shall be awarded to business concerns including, but not limited to, individuals or firms doing business in the field of planning, consulting, design, architecture, building construction, maintenance, or repair, that are located in or owned in substantial part by persons residing in the same metropolitan area or non-metropolitan county as this Project. 27.11 HUD HOME Income Guidelines. BORROWER understands and agrees that all HOME assisted units in the Project herein, shall only be leased to and occupied by households that are eligible as low-income families, in accordance with HUD HOME Income Guidelines. 27.12 HOME Units. BORROWER understands and agrees that four (4) HOME assisted units in the Project shall be floating units. Twenty percent (20%) of HOME assisted units will be low HOME rent and the remaining high HOME rent as is provided in Exhibit H. 27.13 Tenant Selection Policy. BORROWER shall adopt written tenant selection policies and criteria, such as a written waiting list, as required by 24 CFR 92.253(d). 27.14 Rent Limitations. BORROWER understands that the rents for HOME-assisted rental housing units are restricted by the Rent Standard established in 24 CFR 92.252 (a)(1). The standard establishes one set of maximum HOME Program Rents for HOME-assisted units occupied by low-income households and another set for units occupied by very low-income households. 27.15 Tenant Leases. BORROWER understands that the lease between BORROWER and the tenant in a HOME-assisted unit must: (A) Be written; (B) Be for a term of at least one year, unless there is mutual agreement between the tenant and BORROWER for a different term, 24 CFR 92.253(a); HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 26 (C) Include termination provisions, 24 CFR 92.253(c); (D) Specify allowable HOME rents, 24 CFR 92.252(f)(3); (E) Identify Federally prohibited lease clauses outlined at 24 CFR 92.253(b); (F) Require compliance with applicable state and local tenant-landlord laws; (G) Specify applicable property standards; and (H) Comply with the conditions established in Section 27.17 below with respect to the tenant participation plan. 27.16 Management. BORROWER shall contract a management company so as to operate and manage the Property upon completion of construction phase. The management contract shall be for no less than 12 (twelve) months. Management Company must have at least one-year experience in managing a Section 8 property. BORROWER shall provide a copy of said management contract upon execution. Said contract shall outline all HUD occupancy requirements (§92.203(a)(1)(i) and §92.203(a)(1)(ii) & §92.252(h)) and rent limits (24 CFR 92.252). 27.17 Tenant Participation Plan. BORROWER shall create and follow a tenant participation plan as required in 24 CFR 92.303. 27.18 Unified Rule for Tenant-Based Assistance. BORROWER shall not discriminate against any certificate or voucher holder in accordance to 24 CFR Part 982, Section 8 Tenant Based Assistance: Unified Rule for Tenant-Based Assistance under the Section 8 Rental Certificate Program and the Section 8 Rental Voucher Program or to the holder of a comparable document evidencing participation in a HOME tenant-based rental assistance program. 27.19 Affordability Term. BORROWER understands and agrees that HOME assisted units shall meet the affordability requirements for not less than twenty (20) years, commencing upon Project completion date as determined by CCCIC. 27.20 Adiustments to Rents. CCCIC shall provide BORROWER with information on updated HUD HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits provided by HUD to CCCIC upon HUD's determination of fair market rents and median incomes) in accordance with this AGREEMENT. BORROWER shall annually provide CCCIC with documentation on rents and occupancy of HOME assisted units to demonstrate compliance. 27.21 Rent Increase Notices. BORROWER understands and agrees that any increase in rents for HOME assisted units is subject to the provisions of outstanding leases, and in any event, BORROWER shall provide tenants of those units not less than thirty (30) days prior written notice before implementing any increase in rents. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 27 27.22 Income Determination. BORROWER understands and agrees that the income of each tenant of a HOME assisted unit shall be determined initially in accordance with 24 CFR 92.203(a)(1)(i). BORROWER shall annually re-examine each such tenant's annual income during the period of affordability in accordance with one of the options in 24 CFR 92.203. 27.23 Temporary Noncompliance. BORROWER shall ensure that HOME assisted units continue to qualify as affordable housing despite a temporary noncompliance caused by increases in the incomes of existing tenants if actions satisfactory to CCCIC are being taken to ensure that all vacancies are filled in accordance with 24 CFR 92.252 until the noncompliance is corrected. 27.24 Adjusted Income Limitations. BORROWER shall ensure that tenants of HOME assisted units who no longer qualify as low-income families must pay, as rent, the lesser of the amount payable by the tenant under State or local law or thirty percent (30%) of the family's adjusted income, except that tenants of HOME assisted units that have been allocated low-income housing tax credits by a housing credit agency pursuant to section 42 of the Internal Revenue Code of 1986 (26 U.S.C. 42) must pay rent governed by section 42. If BORROWER has designated the HOME floating units, BORROWER shall ensure that tenants who no longer qualify as low-income to pay, as rent, an amount that exceeds the market rent for comparable, unassisted units in the neighborhood. 27.25 Housing and Urban Development Act of 1968. BORROWER acknowledges, understands and agrees to comply with the following federal regulations as promulgated in Section 3 Clause of the Housing and Urban Development Act of 1968, as amended, if applicable: (A) The work to be performed under this AGREEMENT is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low income persons, particularly persons who are recipients of HUD assistance for housing. (B) The parties to this AGREEMENT agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this AGREEMENT, the parties to this AGREEMENT certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (C) The BORROWER agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under the Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 28 subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (D) BORROWER agrees to include the Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in the Section 3 clause upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. BORROWER will not subcontract with any subcontractor where BORROWER has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135. (E) BORROWER will certify that any vacant employment positions, including training positions, that are filled (1) after contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent BORROWER's obligations under 24 CFR Part 135. (F) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this AGREEMENT for default, and debarment or suspension from further HUD-assisted contracts. (G) With respect to work performed in connection with Section 3-covered Indian housing assistance, Section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this AGREEMENT. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provision of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). XXVIII. CHANGES AND AMENDMENTS 28.1 Except when the terms of this AGREEMENT expressly provide otherwise, any alterations, additions, or deletions to the terms hereof shall be by amendment in writing executed by authorized representatives of both CCCIC and BORROWER. 28.2 Whenever and as often as reasonably deemed necessary by CCCIC, CCCIC may request and require changes to BORROWER's Construction Schedule required under this AGREEMENT (to be submitted in accordance with Article XVIII), subject to any consent required by the First Lien Lender or BORROWER's limited partner; such changes as requested or required by CCCIC, however, must be by written amendment. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 29 28.3 Except pursuant to (a) prior submission by BORROWER of detailed information regarding budget and Project revisions, and (b) prior written approval thereof by, CCCIC, BORROWER shall not make any material change orders in excess of $50,000 for any single change order or $100,000 in the aggregate. Instead, BORROWER shall request budget revisions in writing and in a form prescribed by CCCIC; such request for revisions, however, shall not increase the total monetary obligation of CCCIC as provided for pursuant to this AGREEMENT, nor shall said revisions significantly change the nature, intent, or scope of the Project funded hereunder. 28.4 In the event that the level of funding for BORROWER or for the Project described herein is materially altered, BORROWER shall submit, promptly upon request by CCCIC, revised budget and Project information so as to enable re-evaluation by CCCIC of the original funding levels set forth in the Construction Schedule. 28.5 It is understood and agreed by the parties hereto that changes in local, state and federal rules, regulations or laws applicable hereto may occur during the term of this AGREEMENT and that any such changes shall be automatically incorporated into this AGREEMENT without written amendment hereto, and shall become a part hereof as of the effective date of the rule, regulation or law. 28.6 BORROWER further agrees to notify CCCIC of any changes in its general partner, such notice to be provided within five (5) business days of the change. XXIX. ASSIGNMENTS 29.1 Except as provided for in the BORROWER's formation documents, BORROWER shall not transfer, pledge or otherwise assign this AGREEMENT, any interest in and to same, or any claim arising thereunder, without first procuring the written approval of CCCIC's General Manager. Any attempt at transfer, pledge or other assignment shall be void ab initio and shall confer no rights upon any third person. XXX. NO WAIVER OF PROVISIONS OR COMPLIANCE 30.1 Any failure by CCCIC to insist, or any election by CCCIC not to insist, upon the strict performance by BORROWER of any of the terms, provisions or conditions of the Loan Documents shall not be deemed to be a waiver of same or of any other term, provision or condition thereof, and CCCIC shall have the right at any time thereafter to insist upon strict performance by BORROWER of any and all of same. Additionally, no advance by CCCIC of any Loan proceeds shall in any way preclude CCCIC from thereafter declaring a failure by BORROWER to comply with any of the terms, provisions or conditions of the Loan Documents an event of default (provided all notice and cure periods have expired) or, as applicable, a reason for termination in accordance with AGREEMENT. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 30 XXXI. NON-WAIVER OF PERFORMANCE 31.1 No waiver by CCCIC of a breach of any of the terms, conditions, covenants or guarantees of this AGREEMENT shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, condition, covenant or guarantee herein contained. Further, any failure of CCCIC to insist in any one or more cases upon the strict performance of any of the covenants of this AGREEMENT, or to exercise any option herein contained, shall in no event be construed as a waiver or relinquishment for the future of such covenant or option. In fact, no waiver, change, modification or discharge by either party hereto of any provision of this AGREEMENT shall be deemed to have been made or shall be effective unless expressed in writing and signed by the party to be charged. 31.2 No act or omission of CCCIC shall in any manner impair or prejudice any right, power, privilege, or remedy available to CCCIC hereunder or by law or in equity, such rights, powers, privileges, or remedies to be always specifically preserved hereby. 31.3 No representative or agent of CCCIC may waive the effect of the provisions of this Article. XXXII. RENEWAL NOT AUTOMATIC 32.1 Intentionally omitted. XXXII!.TEXAS LAW TO APPLY 33.1 THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PRINCIPALS OR RULES, AND ALL OBLIGATIONS OF THE PARTIES CREATED HEREUNDER ARE PERFORMABLE IN NUECES COUNTY, TEXAS. XXXIV. SEVERABILITY OF PROVISIONS 34.1 If any clause or provision of this AGREEMENT is held invalid, illegal or unenforceable under present or future federal, state or local laws, including but not limited to the CITY's City Charter, CITY's City Code, or ordinances of the City of Corpus Christi, Texas, then and in that event it is the intention of the parties hereto that such invalidity, illegality or unenforceability shall not affect any other clause or provision hereof and that the remainder of this AGREEMENT shall be construed as if such invalid, illegal or unenforceable clause or provision was never contained herein; it is also the intention of the parties hereto that in lieu of each clause or provision of this AGREEMENT that is invalid, illegal, or unenforceable, there be added as a part of the AGREEMENT a clause or provision as similar in terms to such invalid, illegal or unenforceable clause or provision as may be possible, legal, valid and enforceable. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 31 XXXV. RELATIONSHIP OF PARTIES 35.1 Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers or any other similar such relationship between the parties hereto. 35.2 It is expressly understood and agreed that BORROWER is and shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions and that CCCIC shall in no way be responsible therefor. XXXVI. PARTIES BOUND 36.1 This AGREEMENT shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, except as otherwise expressly provided herein. XXXVII. ENTIRE-AGREEMENT 37.1 This AGREEMENT, along with the other Loan Documents, constitutes the final and entire agreement between the parties hereto and contains all of the terms and conditions agreed upon. No other agreements, oral or otherwise, regarding the subject matter of this AGREEMENT shall be deemed to exist or to bind the parties hereto unless same is in writing, dated subsequent to the date hereof, and duly executed by the parties. XXXVIII. INTERPRETATION 38.1 In the event any disagreement or dispute should arise between the parties hereto pertaining to the interpretation or meaning of any part of this AGREEMENT or its governing rules, regulations, laws, codes or ordinances, CCCIC, as the party ultimately responsible to HUD for matters of compliance, shall have the final authority to secure an interpretation from HUD. 38.2 Notices. All notices demands, requests or other communications required or permitted to be given pursuant to the provisions of this Agreement shall be in writing and shall be considered properly given if mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, or by depositing same with Federal Express or another reputable private courier service for next business day delivery or by delivering same in person to the intended addressee All notices, demands and requests shall be effective upon such personal delivery, or one (1) business day after being deposited with the private courier service, or three (3) business days after deposit in the custody of the U.S. Postal Service. Rejection or other refusal to accept or the inability to deliver because of changed address of HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 32 which no notice was given as herein required shall be deemed to be receipt of the notice, demand or request sent. For purposes of notice, the addressee of the parties shall be as follows: To Lender: Corpus Christi Community Improvement Corporation c/o: City of Corpus Christi P.O. Box 9277 Corpus Christi,Texas 78469-9277 Attention: HCD Administrator Fax: 361-826-1740 To Borrower: TG 110 Glenoak, LP 8610 N. New Braunfels, Suite 500 San Antonio, Texas 78217 Attention: Gilbert M. Piette Fax: 210.821.4313 With a copy to: Wells Fargo Bank, National Association Community Lending and Investment 5400 LBJ Freeway, Suite 1000 (AU 59448) Dallas, Texas 75240 MAC T9236-100 Attention: Loan Administration (Reference Loan No. 1012563) With a copy to: Wells Fargo Affordable Housing, Community Development Corporation MAC D1053-170 301 South College Street, 17th Floor Charlotte, NC 28202-6000 Attn: Director of Asset Management Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of twenty (20) days' notice to the other party in the manner set forth herein. 38.3 Headings. The article, paragraph and subparagraph entitlements hereof are inserted for convenience of reference only and in no way shall alter, modify or define, or be used in construing,the text of such Articles, Paragraphs or Subparagraphs. 38.4 Reserved. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 33 38.5 Force Majeure. Notwithstanding anything to the contrary herein set forth, an equitable adjustment shall be made for delay or failure in performing hereunder if such delay or failure is caused, prevented, or restricted by conditions beyond the reasonable control of the party that was to perform (a "Force Majeure Event"). A Force Majeure Event shall include, but not be limited to: acts of God; fire, explosion; vandalism; storm or similar occurrences; orders or acts of military authority; litigation; changes in law, rules or regulations outside the control of the affected party; national emergencies or insurrections; riots; acts of terrorism; supplier failures; or shortages. 38.6 Subordination. The terms and provisions of this Agreement and the other Loan Documents are subject in all respects to the terms of the Subordination Agreement and subject and subordinate in all respects to the terms and provisions of the First Lien Loan Documents and the Second Lien Loan Documents. [Executed on the following pages] HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 34 Executed in duplicate originals to be effective as of the date first set forth above. ATTEST: Corpus Christi Community Improvement Corporation ("CCCIC"): // . Rebecca Huerta 7. Ronald L. 0 o'" Secretary General anager ACKNOWLEDGMENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § ff . 3o4 E1I�no ' Fb` This instrument was acknowledged before me on this c}� day of May, 2016 by Ronald L. Olson, General Manager of the CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION, a Texas nonprofit corporation, on behalf of said corporation. MELISSA DELEON Co �l� 130396757 Vibe" My ommlasion Expires �� \•, twos October 6, 2019 No ary Public, State of Texas APPROVED AS TO FORM: THIS 0 ) DAY OF MAY 2016 t C\ AUl UKttt► ft' COUNCIL.......;. to y , Assistant City At orney For Mi h/5 Kj Si , City Attorney HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 35 BORROWER: TG 110 GLENOAK, LP, a Texas limited partnership By: TG 110 Glenoak GP, LLC, a Texas limited liability company, its general partner By: TG 110, Inc., a Texas non-profit corporation, its sole member : BY Gilbert M. Piette, Executive Director STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me on this t°1 day of May, 2016, by Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole member of TG 110 Glenoak GP, LLC, a Texas limited liability company, general partner of TG 110 Glenoak, LP, a Texas limited partnership, on behalf of said limited partnership. [ SEAL] JEAN ANN PIKE Notarublic, State of Texas pM1 P(iBIii ,-;6';'.kA Notary Public. State of Texas My Commission Expires •W June 04, 2019 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 36 Exhibit A Preliminary Budget and Construction Schedule Exhibit B Covenant of Affordability Exhibit C Loan Amortization Schedule Exhibit D §234 of National Housing Act Exhibit E Insurance Exhibit F Other Federal Requirements Exhibit G Certificate Regarding Lobbying Exhibit H HOME Rent and Income Limits HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 37 EXHIBIT A Preliminary Budget & Construction Schedule CHDO/Sponsor: TG 110, Inc. (CHDO) Project Name: Glenoak Apts. Project Location: 711 Glenoak Drive Property Owner: TG 110 Glenoak, LP Total Project Cost: $15,057,024.00 HOME FY2015 Award: $300,000.00 Preliminary Budget Project Financial Resources: (list may be adjusted to meet your project) (Funds available to complete project) Amount • Deferred Developer Fee $ 336,620.00 • FY 2015 HOME Fund $ 300,000.00 • Other: LIHTC $11,754,404.00 • Conventional Loan $ 1,240,000.00 • Local Political Subdivision Loan (CCHFC) $ 720,000.00 • Private Loan (HCS 309, LLC.-Seller Carryback) $ 230,000.00 • FHLB Loan/General Partner Equity $ 476,000.00 Total Funds Available for Project $15,057,024.00 Estimated Expenses: (list may be adjusted to meet your project) (List estimated expenses to complete your project) such as: Amount • Land Acquisition $ 1,360,000.00 • Site Work Costs $ 1,745,265.00 • Direct New Construction Costs (includes HOME funds) $ 5,563,191.00 • Other Construction Costs (Fees, OH, Profit) $ 1,023,183.00 • Contingency $ 416,582.00 • Indirect/Soft Costs $ 2,282,500.00 • Developer Fees $ 1,439,000.00 • Financing Related Costs $ 702,303.00 • Project Reserves $ 525,000.00 Total Project Cost $15,057,024.00 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 38 Preliminary Construction Schedule (Project Dates for completion of key project phases) Projected Dates • Design/Bid Documents (specification packet) completed 01/01/15 to 05/31/2015 • Platting/Soil Testing (lead based paint, environmental, etc.) 05/01/2015 • Construction Contract Award No award date • Land Acquisition 05/ /2016 • Start Construction 06/01/2016 • Construction 100% completion 05/30/2017 NOTE: HUD/HOME Program does not require Pi to manage procurement process , due to this project being supported by Low Income Housing Tax Credits, Developer is required to obtain a Prime Contractor early on before Tax Credit funds are committed. Although HUD/HOME Program does not require PJ to manage procurement process, HOME does require PJ to secure copies of contract with Prime Contractor and therefore said contract must be provided to PJ. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 39 EXHIBIT B DEED COVENANT TO BIND PROPERTY FOR PERIOD OF AFFORDABILITY STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § Pursuant to that HOME Loan Agreement dated to be effective as of , 2016, entered into between the Corpus Christi Community Improvement Corporation, a non-profit corporation organized under the laws of the State of Texas ("CCCIC"), and TG 110 Glenoak, LP, a Texas limited partnership ("Glenoak"), which is the legal title holder to property described below (the "HOME Agreement"), is incorporated in this instrument by reference, Glenoak accepted federal funds in conjunction with the United States Department of Housing and Urban Development's Home Investment Partnership Program administered by CCCIC, for the development of multifamily housing to be known as Glenoak Manor and located on the following property: Lot One (1), Block A, WALDRON HEIGHTS SUBDIVISION, a subdivision in the City of Corpus Christi, Texas as shown by map or plat thereof recorded in Volume 37, Page 158, Map Records of Nueces County, Texas Pursuant to the terms, conditions, and covenants contained within the HOME Agreement, Glenoak, in consideration of receiving the funding, agrees to bind the Property with the affordability requirements specified in the HOME Agreement and Title 24, Part 92.252, of the United States Code of Federal Regulations, for a period of not less than twenty (20) years from the date of completion of the demolition and reconstruction of the project on the Property, which shall be evidenced by the issuance of certificates of occupancy (or the jurisdictional equivalent)for the buildings located on the Property. (EXECUTION PAGE FOLLOWS) HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 40 This instrument constitutes a covenant running with the land required by federal law and binds Glenoak, and its successors, heirs, assigns, and transferees, such Property being subject to this instrument. TG 110 GLENOAK, LP, a Texas limited partnership By: TG 110 Glenoak GP, LLC, a Texas limited liability company, its general partner By: TG 110, Inc., a Texas non-profit corporation, its sole member By: Gilbert M. Piette, Executive Director ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF BEXAR § This instrument was acknowledged before me on this day of , 2016, by Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole member of TG 110 Glenoak GP, LLC, a Texas limited liability company, general partner of TG 110 Glenoak, LP, a Texas limited partnership, on behalf of said limited partnership. [SEAL] Notary Public, State of Texas AFTER RECORDING RETURN TO: ATTN: Community Development Director Neighborhood Services Department Corpus Christi Community Improvement Corporation P. O. Box 9277 Corpus Christi,TX 78469-9277 Corpus Christi,TX 78469-9277 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 41 EXHIBIT C AMORTIZATION SCHEDULE (attached) HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 42 CORPUS CHRISTI COMMUNITY IMPROV CORP. May 13,2016 Amortization Schedule 1031:59 EXHIBIT C Name On Loan: Gleoroak Apartments TG 110,Inc. Principal Balance: 5300.000.00 Interest Rate: 300000 % Payment Frequency: Annually Term In Months: 480 Beginning P8d Amount $12,978.71 1st Payment Due Date: 08,101/2018 Payment Payment Interest Prkipal Payment Principal Number Due Date Amount Amort Amount Oalarrae 1 08/01/2018 $9,000.00 $3,978.71 $12,978.71 $29802129 Yearly Sub-Total $9.004.00 $3.971.71 2 08/01/2019 $8,880.64 $4,098.07 $12,978/1 5291.923.22 Yearly Sub-Totals: $8.890.04 $4018.07 3 08/01/2020 $4757.70 $4,221.01 $12,978.71 $287,702.21 Yearly Sub-Toteb: $0,757.70 $4,22101 4 08/01/2021 $8,631.07 $4347.64 $12,978.71 $283,354.57 Yearly Sub-Toots 50.63107 $4347.44 5 08/01/2022 $8,500.64 $4478.07 $12,978.71 $278,876.50 Yearly Sub-Totele *500.64 $4.478.07 6 08/01/2023 $8,366.30 $4,612.41 $12,978.71 $274,264.09 Yeasty Sub-Tetele $8.346.70 $4412.41 7 08/01/2024 58,227.92 $4,750.79 $12,978.71 $269,513.30 Yearly Sub-Tetels $1.227.42 $4.750.79 8 08/01/2025 $8,08500 $4893.31 $12,978.71 $264619.99 Yearly Sob-ToUc $$00500 $4193.31 9 08/01/2026 $7,938.60 $5.04011 $12,978.71 $259,57988 Yearly Sub-Totals $7.938.40 $5,040.11 10 08/01/2027 $7,78700 $5,191.31 $12,978.71 $254,38857 Yearly Sub-Totals $7.787A0 $5,191.31 11 08/01/2028 $7,631.66 $5,347.05 $12,978.71 $249,041.52 Yearly Sub-Totals $7.031.44 $5,347.08 12 08/01/2029 $7,471.25 $5,507.46 512,978.71 $243,534.06 Yearly Sub-Totals $7A71.25 $5,507.44 13 08/0112030 $7,306.02 $5,672.69 $12,978.71 $237,861.37 Yearly Sub-Toes $7,30602 $5.672.69 14 08/01/2031 57,135.84 $5,842.87 $12,978.71 5232.018.50 Yearly Sub-Totals: $7,135.04 $5.042.87 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 43 Payment Payment Interest PrIndpal Payment Principal Number Du.Data Amount Amount Amount Balance 16 08/01/2033 $6780.01 $4198.70 $12,978.71 $219,801.65 Verily Sub-Totals: $8,780.01 $6,198.70 17 08/01/2034 $4594.05 $6,384.66 512,978.71 5213,416.99 Yearly Sub-Total a $6.554.05 $6,304.66 18 08/01/2035 $4402.51 56,57620 $12,978.71 $206,840.79 Yearly Sub-Totals: $6,402.51 $6,576.20 19 08/01/2036 $4205.22 $4773.49 $12.978.71 $200,067.30 Yearly Sub-Totsle $6,205.22 $6.773.49 20 08/02/2037 $6,002.02 $6,976.69 $12,978.71 $193,090.61 Yearly Sub•Totale $6.002.02 $6.971.69 21 08/01/2038 $5.792.72 $7,185.99 $12,978.71 $185,904.62 Yearly Sub-Total: $5,792.72 $7.115.99 22 08/01/2039 55,577.14 $7,401.57 $12,978.71 $174503.05 Yearly Sub-Tonle $5,577.14 $7,401.57 23 08/01/2040 $5,355.09 $7,623.62 $12,978.71 $170.879A3 Yearly Sub-Totals $5.355.09 $7,62362 24 08/01/2041 $5,126.38 $7,852.33 $12,978.71 $163,027.10 Yearly Sub-Total= $5.121.38 $7,852.33 25 08/01/2042 $4,890.81 $8087.90 $12,978.71 $154,939.20 Yearly Sub-Totals $4.890.81 $4,087.90 26 08/01/2043 $4,648.18 38,33053 $12,978.71 $146,608.67 Yearly Sub-Total= $4.648.10 $8.330.53 27 08/01/2044 54,39826 $4580.45 512,978.71 $138.028.22 Yearly Sub-Total= $4,390.21 $0.540.45 28 08/01/2045 $4,140.85 $4837.86 $12,978.71 $129,190.36 Yearly Sub-Totals $8140.85 $8.837.01 29 08/01/2046 $3.875.71 $9,103.00 $12,978.71 $120,087.36 Yearly Sub-Toeale 53.875.71 $9.103.00 30 08/01/2047 $3.602.62 $9,376.09 $12,978.71 $110,71127 Yearly Sub-Total= 53.602.62 59,376.119 31 08/01/2048 $3,321.34 59,657.37 $12.978.71 $101,053.90 YearlySub-Totals: $3.321.34 $965737 32 08/01/2049 $3,031.62 $9,947.09 $12978.71 $91,106.81 Yearly Sub-Toeale $3.03162 $9947.09 33 08/01/2050 $2,733.20 $10.245.51 $12,978.71 $80,861.30 Yearly Sub-Total= $2,73310 $10.245.51 34 08/01/2051 $2,425.84 $10552.87 $12,978.71 $70,308.43 Yearly Sub-Totals $2,425.84 510.552.17 •Denotes an Interest Only Payment Page 2 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 44 Payment Payment Int rest Prindpel Payment PrIndpal Number Due Data Amount Amount Amount Balms* 35 08/01/2052 $2,109.25 510,869.46 $12,978.71 $59,438.97 Yearly Sub-Totals $2109.25 $30,869,46 36 08/01/2053 51,78117 $11,195.54 $12,978.71 $48,243.43 Yearly Sub-Totals $1,783.17 $11,195.54 37 08/01/2054 $1,447.30 $11,53L41 $12,978.71 $36,712.02 Yearly Sub-Totals $1.447.30 511.531.41 38 08/01/2055 51,101.36 511.877.35 512,978.71 $24,834.67 Yearly Sub-Totals $1.10136 811.677.35 39 08/01/2056 5745.04 $12,233.67 $12,978.71 $12,601.00 Yearly Sub-Totals $74544 $12.233.67 40 08/01/2057 $378.03 $12.601.00 $12,979.03 $0.00 Yearly Sub-Totals $378.03 $12 6DLO0 Totals $219,148.72 $300.000.00 Last Payment Amount: 12979.03 emotes an Interest Only Payment Page 3 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 45 EXHIBIT D Section 234 of National Housing Act (attached) City of Corpus Christi Housing and Community Development Eflktive as of March 2015 Section 234-Condominium Housing Elevator-type Exhibit D OBR 1 B 2BR 3BR 4BR Nunes County 137% 103,484.00 118,629.00 144,252.00 186,615.00 204,845.00 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 46 EXHIBIT E INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Director of Housing and Community Development. two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of cancellation, Bodily Injury and Property Damage non-renewal, material change or termination Per occurrence- aggregate required on all certificates and policies. Commercial General Liability including: $1,000,000 Per Occurrence 1. Commercial Broad Form $2,000,000 Aggregate 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY(including) $1,000,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory All States Endorsement required if Contractor is not domiciled in Texas. EMPLOYER'S LIABILITY $500,000/$500,000/$500,000 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 47 BUILDER'S RISK Policy limit shall be for total value of project. Policy shall be an all perils policy including collapse. C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. C. Contractor shall be required to submit a copy of the replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Contractor or as requested by the City. Contractor shall pay any costs incurred resulting from said changes. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 48 • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2016 Insurance Requirements Housing and Community Development. Glenoak Apartments Project 4/4/2016 ds Risk Management HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 49 EXHIBIT F OTHER FEDERAL REQUIREMENTS Pursuant to that HOME Loan Agreement ("HOME Agreement") dated 2016, entered into between the Corpus Christi Community Improvement Corporation ("CCCIC"), a Texas non-profit corporation, acting by and though its General Manager, and TG 110 Glenoak, LP, a Texas limited partnership, (for which the sole member of its general partner is TG 110, Inc., a Texas nonprofit corporation, and a Community Housing Development organization (CHDO) and acting in the capacity of a Sponsor), agreed that it shall comply with all federal, state, and local laws, rules, and regulations applicable to the activities, services and performances rendered, as noted in said HOME Agreement, including, but not limited to, the laws, rules, and the regulations specified in Sections I through V of this Exhibit. I. CIVIL RIGHTS • The Fair Housing Act (42 U.S.C. Sections 3601-20) and implementing regulations at 24 CFR Part 100; Executive Order 11063, as amended by Executive Order 12259 (3 CFR, 1958-1963 Comp., p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity in Housing) and implementing regulations at 24 CFR Part 107; and Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000ed) (Nondiscrimination in Federally Assisted Programs) and implementing regulations issued at 24 CFR Part 1, Nondiscrimination Provisions of 92.350; • Executive Order 11063, as amended by Executive Order 12259, and 24 CFR Part 107, "Nondiscrimination and Equal Opportunity in Housing under Executive Order 10063." Failure or refusal to comply with the requirements of Executive Order 11063 or 24 CFR Part 107 shall be a proper basis for the imposition of sanctions specified in 24 CFR Part 107.60; • The prohibitions against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. Sections 6101-07) and implementing regulations at 24 CFR Part 146, and the prohibitions against discrimination against handicapped individuals under Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sec. 794) and implementing regulations at 24 CFR Part 8; • The requirements of Executive Order 11246 (3 CFR, 1964-65, Comp., p. 339) (Equal Opportunity) and the implementing regulations at 24 CFR Part 8; • The requirements of Executive Orders 11625 and 12432 (concerning Minority Business Enterprise), and 12138 (concerning Women's Business Enterprise consistent with HUD's responsibilities under these Orders. Each applicant must make efforts to encourage the use of minority and women's business enterprises in connection with HOME funded activities. TG 110 Glenoak, LP, et al, must prescribe procedures acceptable to the CCCIC to establish activities to ensure the HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 50 inclusion, to the maximum extent possible of minorities and women and entities owned by minorities and women. TG 110 Glenoak, LP, et al, will be required to identify contracts which have been bid by minority owned, women owned, and/or small disadvantaged businesses; • The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.); and • Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sec. 794) and "Nondiscrimination Based on Handicap in Federally-Assisted Programs and Activities of the Department of Housing and Urban Development," 24 CFR Part 8. By signing the agreement between CCCIC and TG 110 Glenoak, LP,TG 110 Glenoak, LP, et al, understands and agrees that the activities funded herein shall be operated in accordance with 24 CFR Part 8 and the Architectural Barriers Act of 1968 (42 U.S.C. Sec. 4151 et. seq.), including the use of a telecommunications device for deaf persons (TDDs) or equally effective communication system. • Nepotism - shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by who is a member of a governing body. The term "member of immediate family" shall include: wife, husband, son, daughter, mother, father, brother, sister, in-law, aunt, uncle, cousin, nephew, niece, step-parent, step-child, half-brother and half- sister. • Sectarian Activity - none of the performance rendered hereunder shall involve, and no portion of the funds received hereunder shall be used, directly or indirectly, for the construction, operation, maintenance or administration of any sectarian or religious facility or activity, nor shall said performance rendered or funds received be utilized so as to benefit, directly or indirectly, any such sectarian or religious facility or activity. II. LEAD-BASED PAINT • Title IV of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Sec. 4831), including Mold and other health hazards. III. ENVIRONMENTAL STANDARDS • Environmental Review Procedures for Title I Community Development Block Grant Programs, 24 CFR Part 58, as amended in 47 Fed. Reg. 15750 (April 12, 1982); • National Environmental Policy Act of 1969 (42 U.S.C. Sec. 4321 et. seq.) and 40 CFR Parts 1500-1508; • The National Historic Preservation Act of 1966 (16 U.S.C. Sec. 470 et. seq.) as amended; particularly Section 106 (16 U.S.C. Sec. 470f); HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 51 • Executive Order 11593, Protection and Enhancement of the Cultural Environment, May 13 1971 (36 Fed. Reg. 8921), particularly Section 2(c); • The Reservoir Salvage Act of 1960 (16 U.S.C. Sec. 469 et seq.), particularly Section 3 (16 U.S.C. Sec. 469a-1), as amended by the Archeological and Historic Preservation Act of 1974; • Flood Disaster Protection Act of 1973, (42 U.S.C. Sec. 4001 et. seq.) as amended, particularly Sections 102(a) and 202(a) [(42 U.S.C. Sec. 4012a (a) and Sec. 4106(a)]; • Executive Order 19988, Floodplain Management, May 24, 1977 (42 Fed. Reg. 26951), particularly Section 2(a); • Executive Order 11990, Protection of Wetlands, May 24, 1977 (42 Fed. Reg. 26961), particularly Sections 2 and 5; • The Coastal Zone Management Act of 1972 (16 U.S.C. Sec. 1451 et seq.) as amended, particularly Sections 307(c) and (d) [(16 U.S.C. Sections 1456 (c) and (d)]; • The Safe Drinking Water Act of 1974 (42 U.S.C. Sec. 201.300(f) et seq.), and (21 U.S.C. Sec. 349) as amended, particularly Section 1424(e) [(42 U.S.C. Sections 300h-303(e)]; • The Endangered Species Act of 1973, (16 U.S.C. Sec. 1531 et seq.) as amended, particularly Section 7 (16 U.S.C. Sec. 1536); • The Wild and Scenic Rivers Act of 1968, (16 U.S.C. Sec. 1271 et seq.) as amended, particularly Sections 7(b) and (c) [(16 U.S.C. Sections 1278(b) and (c)]; • The Clean Air Act (41 U.S.C. Sec. 7401 et seq.) as amended, particularly Sections 176(c) and (d)); and • Farmlands Protection and Policy Act of 1981, (7 U.S.C. Sec. 4201 et seq.) • 24 CFR Part 51, Environmental Criteria and Standards. IV. RELOCATION AND ACQUISITION • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sec. 4601 et. seq.), 49 CFR Part 24, and 24 CFR Section 570.496a [(55 Fed. Reg. 29309 (July 18, 1990)]. HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 52 V. APPLICABLE HOME PROGRAM PROVISIONS HOME Designated Units: §92.250 Maximum per-unit subsidy amount, underwriting, and subsidy layering. §92.251 Property standards. §92.252 Qualification as affordable housing: Rental housing. §92.253 Tenant protections and selection. §92.257 Faith-based activities. §92.350 Other Federal requirements and nondiscrimination. §92.351 Affirmative marketing; minority outreach program. §92.352 Environmental review. §92.353 Displacement, relocation, and acquisition. Must have a Property Manager with at least one year experience in managing Section 8 rental property. All other applicable HUD, HOME, federal, state and local regulations. Project Name: Glenoak Apts. HOME FY2015 HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 53 EXHIBIT G CERTIFICATION REGARDING LOBBYING FOR AGREEMENTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies to the best of its knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal agreement, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, or modification of any federal agreement, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with this federal agreement, grant, loan, or cooperative agreement, the undersigned shall complete and submit standard form — LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including sub-agreements, subgrant, and agreements under grants, loans, and cooperative agreements) and that shall certify and disclose accordingly. This certification is material representation of fact which reliance was placed when this transaction was made or entered into submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. (EXECUTION PAGE FOLLOWS) HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 54 Executed to be effective as of the date set forth in the acknowledgment. TG 110 GLENOAK, LP, a Texas limited partnership By: TG 110 Glenoak GP, LLC, a Texas limited liability company, its general partner By: TG 110, Inc., a Texas non-profit corporation, its sole member By: Gilbert " Piette, Executive Director ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me on this I day of May, 2016, by Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole member of TG 110 Glenoak GP, LLC, a Texas limited liability company, general partner of TG 110 Glenoak, LP, a Texas limited partnership, on behalf of said limited partnership. $s: June 04, 2019 ''p' [ SEAYANANNPIKE � ?_' ` Notary Public. State of Texas y�� PL}:5C - ,.� :�. '�,4 My Commission Expires "'%�'' Nota Public, State of Texas • AFTER RECORDING RETURN TO: ATTN: Community Development Administrator Housing and Community Development Department Corpus Christi Community Improvement Corporation P. O. Box 9277 Corpus Christi,TX 78469-9277 EXHIBIT H HOME Rent and Income Limits (attached) HOME Loan Agreement between CCCIC and TG 110 Glenoak,LP Page 56 HOME Loan Agreement between CCCIC and TG 110 Glenoak, LP Program Low HOME Rent Limit High HOME Rent Limit HUD Fair Market Rents Nueces County, TX. 2015 Corpus Christi, TX HUD Metro FMR Area 30% Limits Very Low Income 60% Limits Low Income Median Income 30% Ext. Low 50% Very Low 80% Low Nucces County 187% 3/1/15 3/25/2015 City of Corpus Christi Housing and Community Development Effictive as of March 2015 - Subject to change in 2016 US Dept of HUD 2015 HOME Program Rent Limits Efficiency 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR 487.00 583.00 522.00 627.00 659.00 793.00 724.00 808.00 907.00 993.00 Efficiency 1 BR 2 BR 3 BR 4 BR 583.00 699 896.00 1,187.00 1,396.00 US Dept of HUD 2015 Adjusted HOME Income Limits 891.00 1,077.00 974.00 1,161.00 Exhibit H 1 Person 2 Person 3 Person 4 Person 5 Person 6 Person 7 Person 8 Person 11,700.00 13,400.00 15,050.00 16,700.00 18,050.00 19,400.00 20,750.00 22,050.00 19,500.00 22,300.00 25,100.00 27,850.00 30,100.00 32,350.00 34,550.00 36,800.00 23,400.00 26,760.00 30,120.00 33,420.00 36,120.00 38,820.00 41,460.00 44,160.00 31,200.00 35,650.00 40,100.00 44,550.00 48,150.00 51,700.00 55,250.00 58,850.00 58,800.00 1 PR 11,770.00 19,500.00 31,200.00 US Dept of HUD 2015 Section 8 Income Limits 2 PR 15,930.00 22, 300.00 35,650.00 3 PR 20,090.00 25,100.00 40,100.00 Effictive as of March 2015 Section 234. Condominium Housing Elevator -type OBR 1BR 2BR 103,484.00 118,629.00 144, 252.00 4 PR 24, 250.00 27,850.00 44, 550.00 3 BR 186,615,00 5 PR 28,410.00 30,100.00 48,150.00 4 BR 204,845.00 6 PR 7 PR 32,350.00 34,550.00 32,350.00 34,550.00 51,700.00 55,250.00 8 PR 36,800.00 36,800.00 58,850.00